Scottish Court of Session Decisions

The Companies Consolidation Act 1908 (8 Edw. VII, cap. 69), section 45, enacts—“(1) A company limited by shares may, by special resolution confirmed by an order of the Court, modify the conditions contained in its memorandum so as to re-organise its share capital, whether by the consolidation of shares of different classes or by the division of its shares into shares of different classes.… (2) Where an order is made under this section an office copy thereof shall be filed with the Registrar of Companies within seven days after the making of the order, or within such further time as the Court may allow, and the resolution shall not take effect until such a copy has been so filed.”

The British Assets Trust, Limited, Edinburgh, petitioners, presented a petition

Page: 455↓

under section 45 of the Companies Consolidation Act 1908 for confirmation of certain special resolutions duly passed which, inter alia, purported to modify the conditions contained in the company's memorandum so as to re-organise its share capital by the division of its shares into shares of different classes. In moving for intimation of the petition on the walls and in the minute book, counsel for the petitioners submitted that advertisement of a petition for re-organisation of the share capital of a company was unnecessary in respect that it was a purely domestic matter, that it involved no reduction or alteration of amount of capital, and that by it the rights of creditors could not be affected. Reference was made to in re Ashanti Development, Limited, 1011, W.N. 144, 27 T.L.R. 498, and Robert A. Munro & Company, Limited, December 18, 1912, 50 S.L.R. 274.